Legal – Driver Agreement

Driver Agreement 

The terms in this Driver Agreement together with its Schedules (Terms) detail the agreement between you and DiDi Mobility (Australia) Pty Ltd (ACN 623 144 963) for Australia and/or DiDi Mobility (New Zealand) Limited (company number 8037474) for New Zealand (individually and collectively (as applicable) (DiDi)) governingyour use of the DiDi mobile driver app and platform (Driver App) which facilitates your provision of point to point transportation services (Transportation Services) and delivery services (Delivery Services) (together, the Services) via the Driver App as requested by users of the DiDi rider app and platform (Passengers)  and your provision of Services as an independent provider.

In these Terms “driver”, “Driver-partner“, “you“, “your” and “yours” refer to the person using the Driver App and “we“, “us” and “our” refer to DiDi. Affiliates” refers to any company or entity controlled by, controlling, or under common control or in a partnership or joint venture with DiDi.

In order to access the Driver App and provide Services you must register as a Driver-partner. By applying to be a Driver-partner you confirm your acceptance of these Terms and our Privacy Policy available at australia.didiglobal.com for Australia and newzealand.didiglobal.com for New Zealand (Site) and or the Driver App. These Terms will come into effect on the date you are registered as a Driver-partner by DiDi and is a binding legal agreement between you and us.  If you will be or are providing the Services through your own company, then these Terms will also be binding on your company.

If you do not agree with these Terms you should not access or use the Driver App.

If you have any questions regarding these Terms, please contact us at help.driver@au.didiglobal.com for Australia and help.driver@nz.didiglobal.com for New Zealand.

1. OUR RELATIONSHIP 

1.1 You acknowledge and agree that DiDi does not provide the Services to Passengers. It is a technology based company which operates technology applications and platforms, and provides the related Support Services (as defined in clause 8.1 below) to enable independent providers of point to point transportation and delivery services to receive and fulfil requests for Services.

1.2 Once you accept a request for Services, you have sole responsibility for the provision of those Services in accordance with the Passenger’s request.

1.3 You acknowledge and agree that, by accepting a request for Services, you enter into an agreement directly with the Passenger, as an independent provider of Services. Each request for Services that you accept gives effect to a separate agreement between you and the relevant Passenger. Unless otherwise agreed between you and a Passenger, the Standard Terms for Delivery Services available onthe Site and / or the Driver App, as may be updated from time to time, are incorporated into the agreement for Delivery Services between you and the Passenger.

1.4 DiDi does not have the capacity to require you to perform any Services. Other than you complying with these Terms, DiDi does not have the capacity to direct or control you or the manner in which you provide any Services.

1.5 DiDi does not impose any obligations regarding where, when and/or for how long you will be available to provide Services by logging in to the Driver App or whether you accept or decline any request for Services. Other than your safety obligations under DiDi’s Fatigue Management Policy, and, if you are based in New Zealand, any shift length or rest period requirements under relevant legislation, including the Land Transport Act 1998 and the Land Transport Rule: Work Time and Logbooks 2007 (which obligations are summarised in DiDi’s Fatigue Management Policy), these matters remain within your sole discretion.

1.6 You acknowledge and agree that, unless required by law (in which case it will be specified as a policy with which you must comply) you are not required to, and will not, while providing Services represent to Passengers in any way that you are providing Services for, or on behalf of, DiDi (or any of its Affiliates).

1.7 For the mutual benefit of both DiDi and all drivers including you, from time to time DiDi on your behalf may offer promotions to some or all Passengers that may have the effect of Passengers paying you a lower amount than would otherwise have been the case, and where a promotion applies, you agree to provide Services to the Passenger at the lower amount. Where a promotion applies and where applicable DiDi will reduce the value of its fees by an amount equal to the value of the promotions (Promotions Discount).

1.8 For the mutual benefit of both DiDi and all drivers including you, from time to time DiDi may offer incentives to drivers. Where an incentive applies and where applicable DiDi will reduce the value of its fees by an amount equal to the value of the incentives (Incentives Discount).

1.9 Where the value of the fees available to be reduced is less than the total value of the Promotions Discount and the Incentives Discount, DiDi will add the difference to your Payment Fees so that the sum of this amount and the value of the fees reduced is equal to the total value of the applicable Promotions Discount and the applicable Incentives Discount.

1.10 DiDi makes no guarantee or representation in relation to the number of requests for Services that will be provided to you under these Terms.

1.11 You acknowledge and agree that:

(a) these Terms do not involve you providing any services to DiDi;

(b) nothing in these Terms constitutes a relationship of employer and employee between you and DiDi; and

(c) nothing in these Terms constitutes a relationship of principal and agent, principal and contractor, partnership, trust or joint venture between you and DiDi.

1.12 You indemnify, and will keep indemnified, DiDi and its Affiliates against any cost, expense or liability arising from the relationship between you and DiDi (or any Affiliates) being deemed to be one of employee and employer, or worker / dependent contractor and principal, including, without limitation, minimum wage, holidays and leave, superannuation contributions, any other employee benefit and any other liability arising from other employment rights (including in connection with the termination of the relationship).

 

2. REGISTRATION AND APPROVAL TO BE A DRIVER 

2.1 You acknowledge and agree that you will, at all times while you are providing Services, hold a valid driver’s licence and all other required licences, permits, registrations, approvals and/or authorities required to provide Services within the jurisdiction in which you have been registered by DiDi to provide such Services. In order for DiDi to comply with any obligations applicable to it, you will, upon request by DiDi, provide copies in the form required by us of all required licences, permits, registrations, approvals and/or authorities as requested from time to time.

2.2 As part of the application process for becoming a registered driver-partner (Driver-partner), you provided relevant information to DiDi(including information regarding the requirements outlined above and personal information). In relation to this process, you agree and warrant that:

(a) the information supplied by you is true, complete and not misleading in any respect and you will notify DiDi as soon as practicable if any of the information changes;

(b) you consent to the collection and use of your personal and sensitive information in accordance with these Terms and DiDi’s Privacy Policy including if available to DiDi the use of the transport organisation register online (TORO) system in New Zealand;

(c) you will provide a high resolution photo of yourself which is a true image of you and which you consent to be displayed as part of your profile and, if required, in your vehicle, in order to comply with applicable laws, regulations and rules, to protect against fraud and for health and safety reasons;

(d) you are entitled by law to enter into an agreement with DiDi on these Terms (including, but not limited to, holding a citizenship, residency or visa status which permits you to work in Australia or New Zealand as applicable);

(e) you will not use a vehicle other than your registered vehicle to provide Services to Passengers which must at all times meet all applicable vehicle standards as updated from time to time, including in New Zealand holding a current Certificate of Fitness where you provide a passenger service or Warrant of Fitness as required under the Land Transport Act 1998 where applicable (Vehicle Standards); and

(f) your vehicle will comply with any and all applicable signage requirements from time to time, as required by law and/or notified to you.

2.3 If any of the information provided as part of your application changes, including if you cease to hold any required licences, permits, registrations, approvals and/or authorities, you will immediately notify DiDi of this change.

2.4 If you are a Driver-partner in Australia, you must register for GST and provide us with proof of GST registration and your valid ABN (and company name if applicable).  By using the Driver App, you warrant that you are GST registered and have a valid ABN.  If you do not register for GST and/or provide a valid and current ABN you must not use the Driver App. You must immediately notify us in writing if you cease to be registered for GST or you change your ABN. If you cease to be registered for GST or cease to hold a valid ABN then you must not use the Driver App.

3. YOUR DRIVER ACCOUNT

3.1 If you are registered by us to be a Driver-partner (such approval being in our sole discretion), you will be granted a licence to use the Driver App and be issued with a driver account (Account). Only once this has occurred are you permitted to use the Driver App and to receive requests for Services through the Driver App.

3.2 The fees payable by you under a Driver Program will be set out in a separate document made available to you (the Fee Schedule). The fees may be determined with reference to certain metrics applicable to the Driver Program (Driver Program Metrics).

4. DRIVER PROGRAMS

4.1 From time to time, we may make available various short-term and long-term programs for Driver-partners (Driver Programs). If you participate in a Driver Program, the applicable terms as amended or updated from time to time and made available to you (DriverProgram Terms) apply to you. In the event of an inconsistency between these Terms and the Driver Program Terms, the Driver Program Terms will prevail to the extent of that inconsistency.

4.2 The fees payable by you under a Driver Program will be set out in a separate document made available to you describing the relevant Driver Program. The fees may be determined with reference to certain metrics applicable to the Driver Program (Driver ProgramMetrics).

5. YOUR COMPLIANCE WITH TERMS AND POLICIES 

5.1 You must comply with:

(a) these Terms including any separate Fee Schedule as well as the Standard Terms for Delivery Services;

(b) any conditions imposed as part of our approval of you as a Driver-partner (as notified to you by DiDi at the time of approval);

(c) any terms and conditions applicable to a Driver Program that applies to you or in relation to a particular Service in which you participate;

(d) all applicable laws, regulations and rules;

(e) our policies and procedures, (including our Fatigue Management Policy, Driver Suspension and Disqualification Policy and DiDi Delivery Rules); our policies and procedures, (including our Fatigue Management Policy, Driver Suspension and Disqualification Policy and DiDi Delivery Rules); and

(f) any Services metrics applicable to you, as notified to you from time to time through the Driver App (Services Metrics).

These compliance requirements help to maintain a service standard and protect DiDi’s reputation, for the mutual benefit of both DiDi and all drivers including you.

Whilst you are required to familiarise yourself and comply with DiDi’s policies as amended from time to time, including but not limited to as referred to in these Terms, for the avoidance of doubt those policies themselves do not form part of these Terms nor do they constitute contractual terms and conditions with DiDi.

6. CHANGES TO TERMS, DRIVER PROGRAMS, METRICS, POLICIES AND PROCEDURES

6.1 We may at any time in our sole discretion, propose:
(a) changes to the Driver Programs, Services Metrics, the Driver Program Metrics and/or our policies and procedures, provided that if these apply to you then we will give you at least seven (7) days prior notice; and

(b) any other changes to these Terms including its Schedules, provided we give you at least seven (7) days prior notice,

(together, Changes).

6.2 If we propose any Change, such Change will take effect on the date specified in the notice or at the end of the required notice period set out above, whichever is the earlier (Change Date). If you continue to use the Driver App on and from the Change Date or you indicate acceptance of a Change by selecting a click and agree mechanism provided with the notice, you will be taken to have accepted the Change from the Change Date.

6.3 If you do not agree to a proposed Change, you may terminate these Terms by deactivating your Account immediately without penalty or notice to us.

7. LICENCE TO USE THE DRIVER APP

We and/or our Affiliates own or are licensed to use all rights, title to and interests in the Driver App including all content, text, images, trade marks and logos displayed on the Driver App and such intellectual property rights are protected by applicable laws. The Driver Software Use and Licence Agreement grants you a limited, revocable, royalty free, non-exclusive, non-transferable and non-sublicensable licence to use the Driver App for the sole purpose of receiving and fulfilling requests for Services by Passengers. You acknowledge that other than the express licence granted to you in these Terms, you obtain no other rights, implied or otherwise, in respect of the Driver App.

8. SUPPORT SERVICES

8.1 In addition to providing access to the Driver App and facilitating the receipt of requests for Services, DiDi (and/or its Affiliates) will:

(a) act as an intermediary to facilitate bookings for Services between you and Passengers;

(b) in relation to Services, receive and handle complaints from Passengers (and other third parties);

(c) act as a limited payment collection agent on your behalf:

(i) offer promotions or discounts to some or all Passengers;

(ii) collect the Fares for the provision of Transportation Services on your behalf;

(iii) collect the Delivery Fees for the provision of Delivery Services on your behalf;

(iv) facilitate payment processing services from an external third party payment service provider (Payment Servicer) to distribute payments we receive on your behalf to you; and

(v) prepare and issue receipts and tax compliant invoices to Passengers on your behalf.

(together, the Support Services). 

8.2 DiDi may in accordance with clause 6 change, withdraw, vary or add Support Services.

9. EQUIPMENT 

9.1 You acknowledge and agree that you are responsible for the provision and maintenance, at your own expense, of all tools and equipment required to provide Services. This includes, but is not limited to, a vehicle, a mobile device with which to access the Driver App and a wireless data plan.

9.2 You are responsible for any and all costs that you incur in accepting and fulfilling a request for Services, including the operation and maintenance of your vehicle and the device used to access and interact on the Driver App.

10. SUPPLY OF SERVICES TO OTHERS 

10.1 These Terms do not prevent or restrict you from:

(a) being employed by, or otherwise engaged to perform services for, any entity; or

(b) engaging in any activity for the purpose of obtaining income.

10.2 In particular, these Terms do not prevent or restrict you from providing point to point Transportation Services or Delivery Services through any other ride-sharing or delivery application.

11. INSURANCES

11.1 You must at all times comply, at your expense, with your legal obligations in respect of insurance (including but not limited to compulsory third party motor vehicle insurance for any vehicle used to provide Services (if applicable)) and maintain, at your expense, such other policies as someone providing Services would prudently maintain as well as any other minimum insurance cover which DiDi requests you hold including but not limited to a valid comprehensive motor vehicle insurance policy with a rideshare extension for any vehicle used to provide Transportation Services, and a general liability insurance policy at levels which satisfy:

(a) the minimum requirements that apply to the operation of private passenger vehicles on public roads in the jurisdiction in which you are registered to provide Services;

(b) the provision of Services and any other services contemplated by these Terms; and

(c) any other minimum standards imposed by DiDi (as notified by DiDi from time to time).

11.2 In order for DiDi to confirm your ongoing compliance with these requirements, you will, upon request by DiDi, provide copies of any relevant insurance policies and insurance certificates of currency and or other equivalent proof of insurance.

11.3 If, at any time, you cease to hold a required insurance policy, you must immediately notify DiDi of this change in your circumstances and cease providing Services through the Driver App.

12. TAXES 

12.1 You acknowledge and agree that as a Driver-partner, you are required to:

(a) complete all tax registration obligations and calculate and remit all tax liabilities related to your provision of Services as required by applicable law; and

(b) provide DiDi with all relevant tax information requested.

12.2 You acknowledge and agree that you are responsible for taxes on your own earnings arising from your provision of Services, including without limitation, income tax and Goods and Services Tax (GST). You agree that you will collect and remit all taxes payable resulting from your provision of Services.

12.3 Notwithstanding anything to the contrary in these Terms, DiDi may, based on applicable tax and regulatory requirements, or as otherwise required under the law, collect and remit taxes resulting from your provision of Services and/or provide any of the relevant tax and other information you have provided pursuant to these Terms directly to the Australian Taxation Office, New Zealand Inland Revenue or applicable governmental authorities as required or otherwise considered appropriate in DiDi’s sole discretion.

12.4 Unless otherwise stated, all amounts payable or consideration to be provided under these Terms by you to DiDi are exclusive of GST. If GST is payable on any supply by DiDi under these Terms, for which the consideration is not expressly stated to include GST, you agree to pay an additional amount equal to the GST at the same time that the consideration for the supply, or the first part of the consideration for the supply (as the case may be) is to be provided.

12.5 You agree that, for the purposes of GST legislation, DiDi supplies to you the Support Services in sole consideration for the fees payable under these Terms. In addition, DiDi provides you a licence to use the Driver App and platform for no consideration.

12.6 You agree to comply with all of your obligations under all laws, regulations and rules to the extent applicable to your agreement with DiDi.

12.7 You indemnify DiDi and its Affiliates from all tax liabilities including duties, levies, claims and penalties arising from or in connection with any tax liability that may be imposed on you or on DiDi or its Affiliates as a result of information provided by you and/or your failure to comply with any of your tax obligations.

12.8 You acknowledge and agree that DiDi may treat you as a GST registered business, confirm that the ABN or NZBN (as applicable) and/or GST registration details you have provided to DiDi are true and correct and that DiDi does not accept any liability for any incorrect information that you provide including in relation to any ABN or NZBN (if applicable) or GST registration.

13. APPLICABLE FARES/PAYMENTS FOR PROVISIONS OF SERVICES 

13.1 The Passenger will be liable to pay you:

(a) a fare for the Transportation Services you provide to the Passenger (Fare); and

(b) a delivery fee for the Delivery Services you provide to the Passenger (Delivery Fee),

(together, the Payment Fees).

13.2 The Payment Fee is calculated by DiDi and represents the maximum total amount the Passenger is liable to pay the driver for the Services and may include a mileage/per kilometre  price, per minute charge, booking fee, minimum fee, wait fare, fixed charges (such as tolls), a base fee and any other fees payable by the Passenger. The Payment Fee may fluctuate based on local market conditions, the particular product offering, and demand for Services and includes any GST payable for the Services, if applicable.

13.3 If a Passenger cancels a booking request after it has been accepted by you, or you as a driver are permitted to cancel such a booking request, you may be eligible to receive a cancellation fee payable by the Passenger in such circumstances outlined in the Cancellation Policy.

14. FEES

14.1 In consideration of the Support Services, you agree to pay DiDi fees in accordance with this clause 14 for each request for Services that you accept.

14.2 The fees relating to Services payable by you to DiDi (or its Affiliates or representatives) and the circumstances in which those fees are payable are set out in clause 14.3, in the applicable Fee Schedule and/or the applicable Driver Program. Unless otherwise advised, any fees payable are exclusive of GST.

14.3 Unless a promotional or other arrangement applies, the fees payable by you relating to Services as updated from time to time include:

(a) a confirmation fee for each confirmed booking between you and a Passenger equal to the amount of any booking fee charged to the Passenger (Confirmation Fee);

(b) the DiDi services fee as set out in the Fee Schedule (Services Fee); and

(c) any applicable Driver Program fees as set out in applicable Driver Program (Driver Program Fees).

15. APPOINTMENT AS PAYMENT COLLECTION AGENT 

15.1 In order to facilitate the provision of the Support Services by DiDi, you appoint DiDi or its Affiliates as your limited payment collection agent solely for the purpose of collecting any applicable Payment Fees from Passengers for the provision of Services

15.2 You agree that payment made by a Passenger through the Driver App, where applicable, will be considered the same as a payment made directly to you.

15.3 You acknowledge that a Passenger may cancel a booking request in accordance with DiDi’s Passenger Agreement (Passenger Terms).

15.4 Payment processing services will be provided by a payment servicer (Payment Servicer). The distribution of payments to you by the Payment Servicer will be subject to terms and conditions of the relevant Payment Servicer. We will make available the Payment Servicer’s relevant terms and conditions (if any) on or about the time you agree to these Terms. By agreeing to these Terms or continuing to provide Services, you agree to be bound by the terms and conditions of the Payment Servicer (if any), as may be modified from time to time.

15.5 You agree that we may change the Payment Servicer from time to time by advising you of a new Payment Servicer and their terms and conditions (if any). Continuing to provide Services after the change has come into effect constitutes your acceptance of:

(a) the appointment of the new Payment Servicer; and

(b) the terms and conditions of the new Payment Servicer (if applicable) as modified by that new Payment Servicer from time to time.

15.6 As a condition of DiDi enabling payment processing services through the Payment Servicer, you agree to provide DiDi (or at DiDi’s request, the Payment Servicer) with accurate and complete information about you and if applicable, your business including your name, date of birth, address(es), driver’s licence number, your relevant bank account details (including the account number and BSB number (if applicable), details of any account you have created with the Payment Servicer (if applicable) and information about your Services and your agreement with DiDi. You authorise DiDi to disclose this information to the Payment Servicer (and for DiDi to collect information about you from the Payment Servicer) in connection with these Terms and the distribution of payments to you. You also agree to provide DiDi with any documents or other information that DiDi reasonably requests for DiDi or the Payment Servicer to verify your identity.

15.7 You may be asked to confirm with the Payment Servicer that you agree to their terms and conditions. If you do not agree to the Payment Servicer’s terms and conditions, the Payment Servicer may choose not to provide you payment processing services. Further, if you do not provide us with the information or evidence of your identity that we request, we will be unable to pay you amounts owed to you for the provision of Services and/or to otherwise facilitate payment to you of any Payment Fees.

15.8 You acknowledge and agree that:

(a) you will have no claim against DiDi or any of its Affiliates for any amounts that are owed to you resulting from your breach of the Payment Servicer’s terms and conditions or your failure to provide us with information or evidence of identity to enable us to pay you;

(b) you indemnify DiDi and its Affiliates for any costs or liability that arise in connection with your breach of the Payment Servicer’s terms and conditions including any payment or non-payment of amounts that are owed to you resulting from your breach; and

(c) your Account may be suspended until you are eligible to hold an account with the Payment Servicer or until you provide us with the requested information or appropriate evidence of your identity.

15.9 If you owe us any amount under these Terms, then we may (but are not obliged to) withhold the amount owing to us from any payout amounts due to you (whether as a Driver-partner or otherwise), and use the withheld amount to set-off the amount owed by you to us.

15.10 We may withhold or suspend payout amounts due to you if we reasonably suspect you have engaged in conduct or behaviour that is unlawful or fraudulent. The Anti-Fraud Policy provides guidance on when payout amounts may be suspended or withheld due to fraud or other activities, including where DiDi applications or platforms have been manipulated to gain a financial advantage. 

15.11 In addition to any amounts due to us under these Terms, if your account is in debit for any reason, you may be charged fees that are incidental to our collection of those amounts due. Such fees or charges may include collection fees, convenience fees, or other third party charges and will otherwise be notified to you.

16. PROVISION OF BOOKED SERVICES

16.1 You agree to provide the warranties set out in this clause in order to protect DiDi’s legitimate business interests, including its reputation, for the mutual benefit of DiDi and all Driver-partners including you.

16.2 Each time you accept a request for Services from a Passenger you warrant and agree that:

(a) you have, hold and maintain all licences, permits, registrations, certifications, approvals, vehicle and insurances and other documentation required in the relevant jurisdiction in which you operate;

(b) you will comply and abide with all relevant traffic and road laws, regulations and rules while you are driving;

(c) you will comply with any relevant laws, regulations and rules relating to the operation of the Services;

(d) you will only use the vehicle registered by DiDi as part of your application to provide the Services, and that vehicle meets all required Vehicle Standards;

(e) yyou will provide Services to Passengers with due care, skill and diligence and in a timely, professional, safe and courteous manner and in accordance with DiDi’s policies and guidelines;

(f) you will comply with any applicable health and safety requirements in force from time to time;

(g) you will not carry out any Services that are in breach of any law, regulation or rule, or for which require you to hold a permit, licence, endorsement or permission that you do not hold;

(h) you will not operate the Driver App while driving and will only access and interact with the Driver App when it is legal and safe to do so;

(i) you will immediately notify DiDi if the vehicle is involved in an incident or if during the provision of Services an incident occurs that results in a serious injury or in the attendance of police, emergency services or other health or security professionals;

(j) you will comply with the following terms of use of the Google Maps Navigation API (as may be modified by Google from time to time):

(i) the Google Maps / Google Earth Additional Terms of Service at http://maps.google.com/help/terms_maps.html;

(ii) the Google Maps / Google Earth Legal Notices at http://maps.google.com/help/legalnotices_maps.html;

(iii) the Google Maps and Earth Enterprise Universal Acceptable Use Policy at https://enterprise.google.com/maps/terms/universal_aup.html; and

or as otherwise provided or updated by Google and you acknowledge and agree that in order to be able to provide the Services to Passengers you are required to provide an accurate geo-location.

16.3 Each time you accept a request for Transportation Services from a Passenger you warrant and agree that:

(a) you will provide Passengers and their guests reasonable assistance to get both in and out of the vehicle;

(b) you will take the route requested by the Passenger if advised of their preference or request unless you have a reasonable justification not to;

(c) you will not request payment from the Passenger above the fare calculated by the Driver App;

(d) if no route is requested you must take the most direct and practicable route that is reasonably considered likely to cost the Passenger the least, taking into account any valid safety considerations;

(e) you will not make any unauthorised stops unless requested by the customer to take a particular route or stop;

(f) you will not smoke or permit smoking of any sort by any person in the vehicle including the use of e-cigarettes;

(g) you will allow ‘assistance animals’ to travel in the vehicle with any Passenger as that term or equivalent is defined in the applicable legislation in the relevant jurisdiction in which you operate; and

(h) you will not transport anyone else other than the Passenger and the Passenger’s guests in the vehicle.

16.4 Each time you accept a request for Delivery Services from a Passenger you warrant and agree that

(a) you will comply with all applicable safety and health procedures required by law or recommended by Governmental bodies in performing the Delivery Service, including those relating to social distancing, no touch delivery, and any applicable social gathering rules or restrictions;

(b) you will comply with all applicable laws, regulations and rules, and any applicable policies in performing the Delivery Service; 

(c) you will not use the Driver App or allow the Driver App to be used for any illegal, fraudulent, harmful purpose, or other purpose that is contrary to DiDi’s values or otherwise committing any illegal or harmful act whilst rendering the Services;

(d) you will not deliver an item for which you need a permit, licence or permission to transport and where you do not hold such permit, licence or permission; and

(e) Delivery Services may only be used to deliver objects (such as packages and inanimate objects).

16.5 You must notify DiDi immediately and cease providing Services if any of the warranties provided by you in this clause 16 becomes untrue.

16.6 You are permitted to cancel a booking request you have accepted without penalty in accordance with the Cancellation Policy.

17. SYSTEM REQUIREMENTS

17.1 To use the Driver App you must meet the hardware and software requirements set out in this clause and have an internet data connection with location services activated. Mobile devices used to access the Driver App must have either an operating system compatible with the Driver App. DiDi is not liable for any issues that may arise if you access and/or use the DiDi Driver App on any other operating systems.

17.2 Subject to applicable law, we make no representation that the Driver App will operate on all mobile devices nor that it will operate continuously and error-free.

17.3 You are responsible for maintaining your mobile device’s software and for any mobile data costs incurred in using the Driver App.

17.4 You may at times be required to download updates to or new versions of the Driver App when these are made available to continue using the Driver App.

18. LINKS TO OTHER WEBSITES

The Driver App may contain links to websites, including third party websites, or the contact information of other organisations. Such websites and information will be provided for your information only. We take care in choosing the linked websites and information but they do not fall under our control and do not represent any endorsement by us. Subject to applicable law, we make no representation that any linked websites will be available for your access. To the fullest extent permitted by applicable law, we have no responsibility for the accuracy or content of any websites maintained by any other party or advertisements contained within the Driver App.

19. LIABILITY AND WARRANTIES

19.1 Subject to these Terms, to the fullest extent permitted by law, the services provided by DiDi are provided “as is” and “as available”. To the fullest extent permitted by law, the Driver App and services provided by DiDi are provided without warranty of any kind on an “as is” and “as available” basis. We give no warranties as to the availability, performance or reliability of the Driver App at any time. Your access and use of the Driver App is at your own risk.

19.2 You are responsible for making all arrangements necessary for you to access the Driver App. You are responsible for all activities that take place on the Driver App in your name or through your internet connection, even if you comply with these Terms and do not participate in or condone the activity.

19.3 You agree that any legal remedy or liability that you seek to obtain for actions or omissions of other users or other third parties will be limited to a claim against the particular users or other third parties who caused you harm. This includes any loss or damage to you, your vehicle, your property, or anyone else that occurs in connection with your provision of Services to Passengers. Unless prevented by law, you agree to not attempt to impose liability on or seek any legal remedy from DiDi with respect to such actions or omissions. This limitation will not apply to any claim by you against DiDi regarding the remittance of Payment Fees received from a Passenger by us on your behalf.

19.4 You acknowledge that we have the right to suspend or terminate your Account for breach of these Terms or for any reason that we consider appropriate.

19.5 To the maximum extent permitted by applicable law, we have no responsibility for any personal or financial losses (direct or indirect),costs, expenses or liabilities of whatever nature and however arising which result from these Terms, the use of the Driver App or in relation to the provision of Services to Passengers, unless we are required to by law or they arise as a direct result of any wilful default, fraud, or dishonesty on our part.

19.6 Neither us nor you will be liable to the other for any incidental, special, exemplary, punitive, indirect or consequential loss or damage arising out of these Terms, your use of the Driver App and/or in relation to the provision of Services to Passengers including, but not limited to, loss of income or revenue, loss of business, loss of profits or contracts, loss of data or loss of goodwill.

19.7 Subject to clauses 19.5 and 19.8, you agree to indemnify and keep indemnified DiDi against all losses or damage suffered or incurred by you arising from or in connection with your use of the Driver App and/or in relation to the provision of Services to Passengers.

19.8 Subject to clause 19.9, nothing in these Terms excludes or limits rights you have under the Australian Consumer Law  and/or the New Zealand Consumer Guarantees Act 1993  and New Zealand Fair Trading Act 1986  (together the Consumer Legislation). If you are a consumer (as defined by the Consumer Legislation), goods and services provided to you under these Terms come with certain consumer guarantees. If we fail to comply with those consumer guarantees, then you may have rights against us which we are prohibited by law from excluding, restricting or modifying. Our liability for breach of any consumer guarantee applicable to our supply of goods or services, is (to the extent permitted by the Consumer Legislation) limited to any one or more of the following, as determined by us:

(a) the supply of equivalent goods or services again; or

(b) the payment of the cost of acquiring equivalent goods or having the services supplied again.

19.9 The parties agree that if you are using the Driver App for business purposes, your rights are subject to these Terms and the New Zealand Consumer Guarantees Act 1993 does not apply.

19.10 Except for our obligations to pay any amount to you under these Terms, and to the maximum extent permitted by applicable law, including the Consumer Legislation, our maximum aggregate liability for any loss or damage suffered or incurred by you arising from or in connection with these Terms, your use of the Driver App or in relation to the provision of Services to Passengers will be limited to the amount of Payment Fees actually paid to or due to DiDi in the 6 months immediately prior the event giving rise to such claim.

19.11 Without in any way limiting any other provision of these Terms, to the maximum extent permitted by applicable law, neither DiDi nor any of its affiliates assume any liability or responsibility for any:

(a) personal injury (including death) or property damage, of any nature whatsoever, in connection with the performance of the Services or the access to or use of the Driver App;

(b) errors, mistakes or inaccuracies of the Driver App;

(c) interruption or cessation of transmission to or from the DiDi Driver App;

(d) errors or omissions in any content or loss or damage incurred as a result of the use of any content posted, emailed, transmitted or otherwise made available through the Driver App;

(e) bugs, viruses, trojan horses or the like that may be transmitted to or through the Driver App by any third party; or

(f) unauthorized access to or use of DiDi’s or any affiliates or service providers’ secure servers and/or any and all personal information stored therein by any third party.

20. SUSPENSION AND DISQUALIFICATION 

20.1 Our Driver Suspension and Disqualification Policy and Anti-Fraud Policy provide guidance on when we may suspend a driver account or disqualify a person from being a Driver-partner.

20.2 Subject to applicable law, we may, without liability to you (other than to pay any amounts owing to you under these Terms), limit, suspend, disqualify or deactivate your Account (temporarily or permanently) for the reasons set out in those policies, the reasons set out in these Terms, any failure by you to meet the Services Metrics or such other reasons which are consistent with protecting our reputation and other legitimate business interests for the mutual benefit of DiDi and all Driver-partners.

20.3 We will provide you with notice and reasons if we limit, suspend or deactivate your Account or disqualify you as a Driver-partner.

20.4 If we exercise our rights under this clause, we may also choose to terminate these Terms, and if so such termination will be in accordance with clause 21.

21. TERM AND TERMINATION

21.1 These Terms will commence on the date they are accepted by you (electronically or otherwise) and will continue until terminated by you or DiDi.

21.2 We may terminate these Terms with at least fourteen (14) days prior written notice to you by deactivating your Account:

(a) if we cease to offer services or operate in a relevant jurisdiction;

(b) following suspension of your Account under clause 20; or

(c) in any other circumstances which we consider reasonable to protect our legitimate business interests.

21.3 We may terminate these Terms immediately by deactivating your Account, without notice to you, if:

(a) you commit a breach of these Terms which is incapable of remedy;

(b) you commit a breach of these Terms which is capable of remedy but you do not remedy the breach within fourteen (14) days of receiving notice from us requiring you to do so;

(c) you are bankrupt or insolvent; or

(d) if the company that you contract through with us (and to the extent such basis for termination is enforceable under applicable law):

(i) is unable to pay its debts as they fall due;

(ii) takes any steps to wind itself up or place itself into liquidation;

(iii) has a receiver, receiver and officer manager, trustee, statutory manager, administrator or similar officer appointed in respect of it; or

(iv) enters into, or resolves to enter into, an arrangement or composition with creditors or makes an unauthorised assignment for the benefit of creditors.

21.4 You may terminate your agreement with us and these Terms at any time by deleting your Account.

21.5 Outstanding payment obligations and clauses 1, 9.2, 10, 12, 14, 15, 18, 19, 21.7, 22 and 23 will survive termination of these Terms.

21.6 Termination of these Terms for any cause shall not release a party from any liability which at the time of termination has already accrued to such party or which thereafter may accrue in respect of any act or omission prior to such termination.

21.7 Following termination of these Terms, you must delete and fully remove the Driver App from your mobile devices.

22. DISPUTES

If you have a dispute under these Terms you should first contact us and inform us of the basis of your dispute. We will endeavour to resolve the dispute by negotiation with you. If we cannot settle the dispute then you agree that you will use your best endeavours to agree an appropriate dispute resolution process with us. This does not limit our rights under these Terms, including any right we may have to limit, suspend, deactivate or cancel your account and/or licence to use the Driver App. We reserve the right to seek injunctive or other equitable relief.

23. GENERAL TERMS 
23.1 You may not assign any agreement with us or these Terms without our prior written consent.

23.2 If any of the terms in these Terms is invalid or unenforceable they can be severed without affecting the enforceability of the other terms in any way.

23.3 The failure or delay by a party to enforce any term of these Terms will not be deemed a waiver of such term. A waiver must be in writing.

23.4 These Terms shall be binding on and shall inure to the benefit of the successors and permitted assigns and personal representatives (as the case may be) of each of the parties.

23.5 Save for as set out, no remedy conferred by these Terms is intended to be exclusive of any other remedy that is otherwise available under any law.

23.6 In the case of a force majeure event, where DiDi is the affected party it may temporarily suspend the performance of its obligations under these Terms until the effect of such force majeure event ceases and will bear no liability; provided, however, that it must use reasonable efforts to resolve such event. Force majeure means any unforeseeable or unavoidable (even if foreseeable) event beyond the control of the parties which prevents, affects or delays a party’s performance of all or part of its obligations under these Terms. Such events include but are not limited to those caused by acts of God, war, changes in policies, pandemics, epidemics, strikes or industrial disputes, computer viruses, hacker attacks or suspension of services provided by telecommunication agencies.

23.7 These Terms are governed by the laws of the state of New South Wales and the parties submit to the non-exclusive jurisdiction of the courts of New South Wales and its appellate courts.

23.8 You acknowledge, represent and warrant that you have the right, authority and capacity to enter into these Terms, have read and fully understand the provisions of these Terms and have had sufficient time and opportunity to take appropriate advice prior to agreeing these Terms.

 

Last update: February 2021

Schedule 1A: New South Wales Region Schedule 

This Schedule 1A applies to you if you are a Driver-partner in New South Wales. It applies in addition to your obligations under the Terms.

You warrant and agree that:

(a) you will comply with all safety standards under the Point to Point Transport (Taxis and Hire Vehicles) Act 2016 (NSW) and Point to Point Transport (Taxis and Hire Vehicles) Regulation 2017 (NSW), including in relation to minimising and recording potential risks and hazards;

(b) you will comply with all statutory requirements applicable to the provision of Services in New South Wales;

(c) the vehicle meets the Vehicle Standards as required in New South Wales;

(d) at all times while providing Services, you will display a DiDi sign or any other authorised sign in accordance with the applicable statutory requirements as they relate to New South Wales; and

(e) the registered vehicle has at all times the correct compulsory third party insurances to provide Services as required by law in New South Wales.

You must notify DiDi immediately and cease providing Services if any of the warranties provided in (a) to (e) of this Schedule becomes untrue, any notifiable occurrence occurs or you are charged with a disqualifying offence as each of those terms are defined in the Point to Point Transport (Taxis and Hire Vehicles) Regulation 2017 (NSW).

 

Schedule 1B: Victoria Region Schedule 

This Schedule 1B applies to you if you are a Driver-partner in Victoria. It applies in addition to your obligations under the Terms.

You warrant and agree that:

(a) you hold the required accreditations and vehicle licences required to provide Services in Victoria;

(b) you will comply with all statutory requirements applicable to the provision of Transport Services in Victoria including under the Commercial Passenger Vehicle Industry Act 2017 (Vic) and Commercial Passenger Vehicle Industry Regulations 2018 (Vic);

(c) the vehicle meets the Vehicle Standards as required in Victoria;

(d) at all times while providing Services, you will display a DiDi sign or any other authorised sign in accordance with the applicable statutory requirements as they relate to Victoria; and

(e) the registered vehicle has at all times the correct compulsory third party insurances to provide Services as required by law in Victoria.

You must notify DiDi immediately and cease providing Services if any of the warranties provided in (a) to (e) of this Schedule becomes untrue.

 

Schedule 1C: Queensland Region Schedule 

This Schedule 1C applies to you if you are a Driver-partner in Queensland. It applies in addition to your obligations under the Terms.

You warrant and agree that:

(a) you hold the required accreditations and vehicle licences required to provide Services in Queensland;

(b) you will comply with all statutory requirements applicable to the provision of Transport Services in Queensland including under the Transport Operations (Passenger Transport) Act 1994 (Qld), Transport Operations (Passenger Transport) Regulation 2018 (Qld) and Transport Operations (Passenger Transport) Standard 2010 (Qld);

(c) the vehicle meets the Vehicle Standards as required in Queensland;

(d) at all times while providing Services, you will display a DiDi sign or any other authorised sign in accordance with the applicable statutory requirements as they relate to Queensland; and

(e) the registered vehicle has at all times the correct compulsory third party insurances to provide Services as required by law in Queensland.

You must notify DiDi immediately and cease providing Services if any of the warranties provided in (a) to (e) of this Schedule becomes untrue.

 

Schedule 1D: Western Australia Region Schedule 

This Schedule 1D applies to you if you are a Driver-partner in Western Australia. It applies in addition to your obligations under the Terms.

You warrant and agree that:

(a) you hold the required accreditations and vehicle licences required to provide Services in Western Australia;

(b) you will comply with all statutory requirements applicable to the provision of Transport Services in Western Australia including under the Transport (Road Passenger Services) Act 2018 (WA) and Transport (Road Passenger Services) Regulation 2019 (WA);

(c) the vehicle meets the Vehicle Standards as required in Western Australia;

(d) at all times while providing Services, you will display a DiDi sign or any other authorised sign in accordance with the applicable statutory requirements as they relate to Western Australia; and

(e) the registered vehicle has at all times the correct compulsory third party insurances to provide Services as required by law in Western Australia.

You must notify DiDi immediately and cease providing Services if any of the warranties provided in (a) to (e) of this Schedule becomes untrue.

 

Schedule 1E: South Australia Region Schedule 

This Schedule 1E applies to you if you are a Driver-partner in South Australia. It applies in addition to your obligations under the Terms.

You warrant and agree that

(a) you hold the required accreditations and vehicle licences required to provide Services in South Australia;

(b) you will comply with all statutory requirements applicable to the provision of Transport Services in South Australia including under the Passenger Transport Act 1994 (SA) and Passenger Transport Regulations 2009 (SA);

(c) the vehicle meets the Vehicle Standards as required in South Australia

(d) at all times while providing Services, you will display a DiDi sign or any other authorised sign and any other required signs including but not limited to vehicle inspection labels in accordance with the applicable statutory requirements as they relate to South Australia; and

(e) the approved vehicle has at all times the correct compulsory third party insurances to provide Services as required by law in South Australia.

You must notify DiDi immediately and cease providing Services if any of the warranties provided in (a) to (e) of this Schedule becomes untrue.

 

Schedule 1F: Australian Capital Territory Region Schedule 

This Schedule 1F applies to you if you are a Driver-partner in the Australian Capital Territory. It applies in addition to your obligations under the Terms.

You warrant and agree that:

(a) you hold the required accreditations and vehicle licences required to provide Services in the Australian Capital Territory;

(b) you will comply with all statutory requirements applicable to the provision of Transport Services in the Australian Capital Territory including under the Road Transport (Public Passenger Services) Act 2001 (ACT) and Road Transport (Public Passenger Services) Regulation 2002 (ACT);

(c) the vehicle meets the Vehicle Standards as required in the Australian Capital Territory;

(d) at all times while providing Services, you will display a DiDi sign or any other authorised sign in accordance with the applicable statutory requirements as they relate to the Australian Capital Territory; and

(e) the approved vehicle has at all times the correct compulsory third party insurances to provide Services as required by law in the Australian Capital Territory.

You must notify DiDi immediately and cease providing Services if any of the warranties provided in (a) to (e) of this Schedule becomes untrue.

Schedule B: New Zealand Region Schedule 

This Schedule 2 applies to you if you are a Driver-partner in New Zealand.

You warrant and agree that:

(a) you hold a Full New Zealand Driver’s Licence with a Passenger Endorsement, as required to provide Services in New Zealand, and your Driver Identification Card will be displayed correctly at all times;

(b) you will comply with all statutory requirements applicable to the provision of Transport Services in New Zealand including under the Land Transport Act 1998, the Land Transport Driver Licensing Rule (1999), the Land Transport Rule: Work Time and Logbooks 2007, and the Land Transport Rule: Operator Licensing 2017;

(c) the vehicle meets the Vehicle Standards as required in New Zealand, including a current Certificate of Fitness, vehicle licence, and displays a current Small Passenger Service Licence card;

(d) at all times while providing Services, you will display a DiDi sign or any other authorised sign in accordance with the applicable statutory requirements as they relate to New Zealand; and

(e) the registered vehicle has at all times compulsory third party insurance. 

You must notify DiDi immediately and cease providing Services if any of the warranties provided in (a) to (e) of this Schedule becomes untrue.

You will comply your obligation (if applicable) to register for GST under the Goods and Services Tax Act 1985 and provide us with proof of GST registration, and provide us with your GST number and company name (if applicable).  By using the Driver App, you warrant that you are compliant with the Goods and Services Tax Act 1985 and have a valid GST number. If you are legally obliged to, but do not register for GST and/or you do not provide a valid and current GST number, you must not use the Driver App. You must immediately notify us if you cease to be registered for GST or you change your GST number. If you are required but cease to be registered for GST  then you must not use the Driver App.